Axos Financial, Inc. — Director's Dealing 2011

Apr 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2011-04-21

Reporting Person: COURT JAMES JOHN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-21	Restricted Stock Units	$	A	6411	Acquired		Common Stock (6411)	Direct

Footnotes

F1: Grant to the reporting person on April 21, 2011, of restricted stock units ("RSU's") under the BofI Holding, Inc. 2004 Stock Incentive Plan in connection with the reporting person's service as a member of the Board of Directors of BofI Holding, Inc.

F2: Each RSU represents a contingent right to receive one share of BofI Holding, Inc. Common Stock. The RSU's are accompanied by dividend equivalent rights.

F3: The RSU's vest over three years, one-third on each anniversary of the date of grant.